8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2010

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29661	52-1782500
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1275 Harbor Bay Parkway

Alameda, California 94502

(Address of principal executive offices)    (Zip code)

(510) 864-8800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 20, 2010, UTStarcom, Inc. (the “Company”) completed the transfer of title of its facility in Hangzhou, China to the Zhongnan Group of Companies (the “Buyer”).  The transfer was pursuant to the Property Transfer and Leaseback Agreement (the “Agreement”) previously signed and announced by the Company.  To date, the Company has received approximately RMB 855 million of the RMB 950 million (approximately US $140 million) purchase price.  The remaining purchase price (minus the RMB 50 million (approximately US $7.3 million) paid for transaction-related taxes) is to be paid following the inspection and handover of the property.  As previously disclosed, the Company will lease back a portion of the building. The anticipated commencement date of this leaseback is May 27, 2010.

On May 26, 2010, the Company issued a press release announcing that it had transferred ownership of the facility.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)               Exhibits

Exhibit Number	Description
99.1	Press Release dated May 26, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UTSTARCOM, INC.
Date: May 26, 2010	By:	/s/ Peter Blackmore
	Name:	Peter Blackmore
	Title:	Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 26, 2010

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EX-99.1

Exhibit 99.1

UTStarcom Completes Sale of Facility in Hangzhou China

ALAMEDA, Calif., May 26, 2010 — UTStarcom, Inc. (Nasdaq: UTSI) today announced that the title has been transferred to the buyer in relation to its previously announced sale of its facility in Hangzhou, China to the Zhongnan Group of Companies.

Pursuant to this transaction the Company sold its 2.6 million square foot manufacturing operations, research and development and administrative offices facility as well as certain other assets related to the property for a total purchase price of RMB 950 million (approximately US $140 million), or RMB 900 million (approximately US $132 million) net of taxes.  To date, the Company has received approximately RMB 855 million of the purchase price and taxes on the transaction have been paid.  The remaining purchase price is to be paid following the inspection and handover of the property.  As previously disclosed, UTStarcom is leasing back a portion of the building to maintain its current operations and presence in Hangzhou.  The anticipated commencement date of this leaseback is May 27, 2010.

“We are very pleased to deliver on our commitment to monetize our underutilized facility in Hangzhou, China,” said Peter Blackmore, chief executive officer and president of UTStarcom. “With this significant infusion of cash, UTStarcom has strengthened its debt free balance sheet and is in a stronger competitive position.”

Jones Lang LaSalle acted as a real estate advisor to the Company.

About UTStarcom, Inc.

UTStarcom is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks.

Founded in 1991 and headquartered in Alameda, California, the Company has research and development operations in the United States, China, and India. For more information about UTStarcom, visit the Company’s Web site at http://www.utstar.com.

Forward-Looking Statements

This release includes forward-looking statements, including statements regarding profitable growth and the Company’s long-term strategy. These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. These risks include the ability of the Company to realize anticipated results of operational improvements, increase bookings, successfully transition to a new management team and headquarters location and execute on its business plan as well as risk factors identified in its latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. The Company is in a period of significant transition and in the conduct of its business is exposed to additional risks as a result. All forward-looking statements included in this release are based upon information available to the Company as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statement.

CONTACT:  Linda Rothemund of Market Street Partners, +1-415-445-3236, for UTStarcom, Inc.